Product catalogue 2011/2012 Air and liquid fi ltration

5.3 Reservation of ownership shall also apply to such new products resulting
from the processing, mixing or combining of the purchased items with other
goods in their full amount. These processes shall be performed on our part so
that we shall be deemed to be the manufacturer. If third-party ownership rights
extinguish after processing, mixing or combining with goods from those parties,
we shall acquire joint ownership at a ratio of the objective value of those goods.
If our ownership ceases as a result of combining or mixing, the customer shall
transfer to us now his ownership and/or expectant rights of the new stock or
item to the extent of the invoice value of goods delivered by us, and shall hold
them in custody on our behalf at no charge.
5.4 The customer shall be authorized to collect debt claims from the resale
despite the assignment, as long as we have not revoked this authority. We will
not collect debt claims ourselves, as long as the customer meets his payments
with us in due course. Upon our first written request the customer shall be obliged
to inform us about the debtors of assigned claims as well as to notify debtors of
the assignment.
5.5 We shall have the right to revoke the customer’s authority for resale according
to point 5.2 and collection of assigned claims with immediate effect if the
customer is in arrears with payments to us, experiences a shortage of liquid
funds due to a significant deterioration of financial circumstances or does not
carry out mutually agreed contractual obligations properly. In case that customer
becomes insolvent or subject to bankruptcy proceedings, reorganization proceedings,
or comparable proceedings, discontinues payments, gives statements in
lieu of an oath according to Sec. 807 German Code of Civil Procedure (ZPO),
or if due to a shortage of liquid funds a change of ownership occurs in the
customer’s business, the authority for resale and collection of assigned claims
will cease automatically.
5.6 The customer shall hold our (jointly) owned materials in custody on our
behalf at no charge with due care and diligence as a prudent businessman and
shall insure them against fire, burglary and other usual risks.
5.7 Any pledge or assignment as security by the customer of goods delivered
under reservation of ownership is forbidden. Prior to any pledge or any other
infringement of our ownership rights by third parties the customer shall notify us
immediately and confirm the right of ownership in writing both to us and the
third parties. Any residual costs arising from resulting legal action despite our
winning a case shall be covered by the customer.
5.8 If the customer violates the contract, in particular by delays in payment,
we shall be entitled to recover the goods; the customer hereby gives his advance
consent to this recovery in such a case. The recovery shall be considered as a
termination of contract only if explicitly stated by us. All costs incurred by the
recovery (in particular transport costs) shall be charged to the customer. The
customer may demand the delivery of goods recovered without an express notice
of withdrawal only once the purchase price and all costs have been fully paid.
5.9 Securities which we are entitled to shall not be accounted for so far as the
value of our securities exceeds the nominal amount of claims to be secured by
20 %.
6. Prices and payment
6.1 Our prices are in Euro ex works excluding VAT.
6.2 Unforeseen changes in costs for raw materials, wages, energy and others
beyond our control shall entitle us to adjust prices accordingly. For deliveries
by installments each delivery may be invoiced separately. If no prices have
been agreed at the completion of contract, our delivery day prices shall be
applicable.
6.3 Our invoices are due immediately and payable without discount.
6.4 We shall not be obliged to accept bills, checks and other promises to pay,
their acceptance shall at all times be on account of performance.
6.5 The receipt of payment date shall be the day on which the amount is in
our possession or has been credited to our bank account. In case of delays in
payment by the customer we shall be entitled to charge an annual rate of
interest of 8 % above the base interest rate for the duration of the delay. This
shall not restrict the right to claim additional damages.
6.6 In case of the customer’s payment delay we may additionally choose to
call outstanding purchase price installments or other existing claims against the
customer due as well as to make future deliveries under this or other contracts
dependent on an advance security or a contemporaneous payment against
delivery.
6.7 Advance or part payments are non-interest bearing.
6.8 The customer may set off or withhold payments only if his counterclaim is
undisputed or res judicata.
7. Claims for defects
7.1 We shall be liable for defects of goods delivered by us only according to
the following stipulations:
7.2 The customer shall properly fulfil his duties regarding inspection and lodging
complaints according to Sec. 377 German Commercial Code (HGB).
7.3 If defective goods are delivered we shall be given the opportunity, prior
to manufacturing (processing or installing), to sort out such goods and rectify
the defect or to make an additional delivery, unless this cannot reasonably be
expected from the customer. In case we are unable to accomplish this or fail to
conform with it in due course the customer may rescind the contract to this extent
and return the goods at our risk. In urgent cases he may, after consulting with
us, correct the defects himself or have this done by a third party. Expenses
incurred by this shall be reimbursed by us according to point 8.
7.4 If the defect comes to light only after the start of manufacturing, despite
the fulfilment of duties according to point 7.1, the customer may demand subsequent
performance (rework or substitute delivery by our choice).
7.5 In case of substitute delivery the customer is obliged to return the defective
material on request.
7.6 Claims for rescission of contract or reduction of purchase price shall be
granted only if the defect cannot be remedied within an appropriate period, if
subsequent performance will incur unreasonable expenses, is unacceptable or
must be considered as failed for other reasons. The customer shall, however,
have no right to rescind the contract in case of minor defects.
7.7 The customer shall allow us to promptly inspect any rejected goods, in
particular these shall be made available to us on request and at our cost. If
complaints are unfounded we shall reserve the right to charge transport costs
and inspection expenses to the customer.
7.8 No claims for defects may be lodged if the defect can be put down to a
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